AntriaBio, Inc. Sample Contracts

Rezolute, Inc. – REZOLUTE, INC. PURCHASE AGREEMENT FOR SHARES OF COMMON STOCK (July 30th, 2019)
Rezolute, Inc. – REZOLUTE, INC. PURCHASE AGREEMENT FOR SHARES OF SERIES AA PREFERRED STOCK (February 14th, 2019)
Rezolute, Inc. – AMENDMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT (February 14th, 2019)

THIS AMENDMENT NO. 2 (this “Amendment”) to that certain Common Stock Purchase Agreement dated as of December 6, 2017, by and between XOMA (US) LLC, a Delaware limited liability company (“XOMA”), having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 and Rezolute, Inc. (formerly known as AntriaBio, Inc.), a Delaware corporation (“Rezolute”), having an address of 1450 Infinite Drive, Louisville, CO 80027, as amended by Amendment No. 1 dated March 30, 2018 (the “Stock Purchase Agreement”), is entered into by and between XOMA and Rezolute effective as of January 7, 2019 (the “Effective Date”). Each of XOMA and Rezolute may be referred to herein as a “Party”, or jointly as the “Parties”. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

Rezolute, Inc. – AMENDMENT NO. 2 TO THE LICENSE AGREEMENT (February 14th, 2019)

THIS AMENDMENT NO. 2 (this “Amendment”) to that certain License Agreement dated as of December 6, 2017, by and between XOMA (US) LLC, a Delaware limited liability company (“XOMA”), having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 and Rezolute, Inc. (formerly known as AntriaBio, Inc.), a Delaware corporation (“Rezolute”), having an address of 1450 Infinite Drive, Louisville, CO 80027, as amended by Amendment No. 1 dated March 30, 2018 (the “License Agreement”), is entered into by and between XOMA and Rezolute effective as of January 7, 2019 (the “Effective Date”).  Each of XOMA and Rezolute may be referred to herein as a “Party”, or jointly as the “Parties”.  Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

Rezolute, Inc. – CERTIFICATE OF DESIGNATION OF SERIES AA CONVERTIBLE PREFERRED STOCK OF REZOLUTE, INC. (January 31st, 2019)

Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Rezolute, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

Rezolute, Inc. – AMENDMENT NO. 1 TO THE COMMON STOCK PURCHASE AGREEMENT (May 15th, 2018)

THIS AMENDMENT NO. 1 (the “Amendment”) TO THE COMMON STOCK PURCHASE AGREEMENT dated December 6, 2017 (the “Agreement”) is entered into as of March 30, 2018, by and among Rezolute, Inc., a Delaware corporation (formerly known as AntriaBio, Inc.) (the “Company”), and XOMA Corporation, a Delaware corporation (“Purchaser”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

Rezolute, Inc. – AMENDMENT NO. 1 TO THE LICENSE AGREEMENT (May 15th, 2018)

THIS AMENDMENT NO. 1 (the “Amendment”) to the LICENSE AGREEMENT dated as of December 6, 2017 (the “License Agreement”), is entered into on March 30, 2018 (the “Amendment Date”) between XOMA (US) LLC, a Delaware limited liability company, having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 (“XOMA”), and Rezolute, Inc., a Delaware corporation, having an address of 1450 Infinite Drive, Louisville, CO 80027 (“Rezolute”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

Rezolute, Inc. – May 9, 2018 VIA EMAIL: keith.vendola@gmail.com Keith Vendola, M.D., MBA Dear Keith: (May 15th, 2018)

We are very excited to offer you the position of Chief Financial Officer at Reozlute, Inc., a Delaware corporation (“Company”). If you accept this offer, your first day of employment will be May 10, 2018 (“Effective Date”) and you will report directly to me.

Rezolute, Inc. – Rezolute, Inc. Announces Close of Convertible Note Financing (April 3rd, 2018)

This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, as amended, and does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

Rezolute, Inc. – Contract (April 3rd, 2018)

THIS SENIOR SECURED PROMISSORY NOTE AND ANY SHARES OF CAPITAL STOCK ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL OR OTHER TRANSFER DOCUMENTATION SATISFACTORY TO RESOLUTE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Rezolute, Inc. – Warrant to Purchase Shares of Common Stock As Herein Described WARRANT TO PURCHASE COMMON STOCK OF REZOLUTE, INC. (April 3rd, 2018)

This Warrant (this “Warrant”) is to certify that, for value received, ______, or a proper assignee (the “Holder”), is entitled to purchase up to one hundred percent (100%) of (i) the shares of common stock, $0.001 par value per share (the “Common Stock”) of Rezolute, Inc., a Delaware corporation (the “Company”), that the Holder receives pursuant to a conversion under that certain Senior Secured Promissory Note by and between the Holder and the Company, dated as of _______, 2018, as the same may be amended and restated (the “Note”), in the event a Qualified Financing occurs prior to July 1, 2018, or (ii) in the event a Qualified Financing does not occur prior to July 1, 2018, a number of shares equal to the principal amount of the Notes divided by the weighted average of the closing bid and asked prices or the average closing prices of the Company’s common stock on the principal market where the Company’s securities are then traded for the 20-day trading period prior to July 1, 2018, su

Rezolute, Inc. – LICENSE AGREEMENT (February 14th, 2018)

THIS LICENSE AGREEMENT (this “Agreement”) dated as of December 6, 2017 (the “Effective Date”), is entered into between XOMA (US) LLC, a Delaware limited liability company, having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 (“XOMA”), and ANTRIABIO, INC., a Delaware corporation, having an address of 1450 Infinite Drive, Louisville, CO 80027 (“AntriaBio”). Each of XOMA and AntriaBio may be referred to herein as a “Party”, or jointly as the “Parties”.

Rezolute, Inc. – COMMON STOCK PURCHASE AGREEMENT (February 14th, 2018)

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 6, 2017 (the “Effective Date”), by and among AntriaBio, Inc., a Delaware corporation (the “Company”), and XOMA Corporation, a Delaware corporation (“Purchaser”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement (as defined below).

Rezolute, Inc. – PURCHASE AGREEMENT (December 26th, 2017)

PURCHASE AGREEMENT (the “Agreement”), dated as of December 22, 2017, by and between REZOLUTE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

Rezolute, Inc. – Rezolute, Inc. Enters into Common Stock Purchase Agreement for Up to $10 Million with Lincoln Park Capital Fund, LLC (December 26th, 2017)

LOUISVILLE, Colorado, December 26, 2017 – (GLOBE NEWSWIRE) – Rezolute, Inc. (“Rezolute” or the “Company”) (OTCQB: RZLT), a clinical stage biopharmaceutical company specializing in the development of innovative drug therapies for metabolic and orphan diseases, announced today that it has entered into a common stock purchase agreement (the “Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), a Chicago-based institutional investor. After the SEC declares an effective registration statement relating to the transaction, Rezolute will have the right and sole discretion to sell to LPC up to $10 million worth of shares over a 36-month period, subject to certain limitations. Rezolute will control the timing and amount of any future investment and LPC will be obligated to make purchases in accordance with the Agreement. Proceeds from the Agreement will be used for operations and to advance the development of Rezolute’s product candidates and product collaborations.

Rezolute, Inc. – REGISTRATION RIGHTS AGREEMENT (December 26th, 2017)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2017, by and between REZOLUTE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

AntriaBio, Inc. – AntriaBio Announces Exclusive License Agreement for a Phase 2 Orphan Disease Therapy with XOMA Corporation and Name Change to Rezolute, Inc. (December 7th, 2017)

LOUISVILLE, Colorado, December 7, 2017 – (GLOBE NEWSWIRE) – Rezolute, Inc. (“Rezolute” or the “Company”) (OTCQB: ANTB), a clinical stage biopharmaceutical company specializing in the development of innovative drug therapies for metabolic and orphan diseases, and XOMA Corporation (“XOMA”) (NASDAQ: XOMA), a pioneer in the discovery, development and licensing of therapeutic antibodies, announced today that they have executed a license agreement that provides Rezolute with the exclusive global rights to develop and commercialize RZ358 (formerly XOMA 358) for Congenital Hyperinsulinism (CHI), an ultra-orphan indication.

AntriaBio, Inc. – A Letter From The Chairman & CEO (December 7th, 2017)

Today we issued a press release announcing our agreement with XOMA Corporation to in-license RZ358, a Phase 2 antibody to treat Congenital Hyperinsulinism (CHI), an ultra-orphan metabolic disease. With the addition of this program to our product pipeline, we have achieved a significant milestone in our corporate evolution, and the purpose of this letter is to update you on our go-forward plans as well as the status of the business.

AntriaBio, Inc. – CERTIFICATE OF OWNERSHIP AND MERGER MERGING REZOLUTE, INC. (a Delaware corporation) INTO ANTRIABIO, INC. (a Delaware corporation) (December 7th, 2017)

AntriaBio, Inc., a Delaware corporation (the “Company”), in accordance with Section 253 of the Delaware General Corporation Law, does hereby certify as follows:

AntriaBio, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ANTRIABIO, INC. (November 29th, 2017)

ANTRIABIO, INC. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

AntriaBio, Inc. – AMENDED AND RESATED BYLAWS OF ANTRIABIO, INC. Adopted November 28, 2017 (November 29th, 2017)
AntriaBio, Inc. – AMENDMENT TO THE STRATEGIC COLLABORATION AND LICENSE AGREEMENT (November 3rd, 2017)

This AMENDMENT (the "Amendment") to the STRATEGIC COLLABORATION AND LICENSE AGREEMENT, dated February 29, 2016 (the "Agreement") is made and entered into as of October 31, 2017 ("Effective Date") by and between:

AntriaBio, Inc. – SUBLEASE AGREEMENT (September 22nd, 2017)

THIS SUBLEASE AGREEMENT (this “Agreement”) is made on March 17, 2017, by AntriaBio, Inc., a Delaware corporation (the “Sublandlord”) whose address is 1450 Infinite Drive, Louisville, Colorado 80027 and Elion, LLC, a Colorado limited liability company (the “Subtenant”) whose address is 1450 Infinite Drive, Louisville, Colorado 80027:

AntriaBio, Inc. – SUBLEASE AGREEMENT (September 22nd, 2017)

THIS SUBLEASE AGREEMENT (this “Agreement”) is made on March 17, 2017, by Elion, LLC (the “Sublandlord”) whose address is 1450 Infinite Drive, Louisville, Colorado 80027 and Antriabio, Inc. (the “Subtenant”) whose address is 1450 Infinite Drive, Louisville, Colorado 80027:

AntriaBio, Inc. – ANTRIABIO, INC. 2016 NON Qualified Stock Option PLAN, AS AMENDED (September 22nd, 2017)
AntriaBio, Inc. – DEVELOPMENT AND LICENSE AGREEMENT (August 7th, 2017)

This Development and License Agreement (this “Agreement”), dated as of August 4, 2017 (the “Effective Date”), is by and between ActiveSite Pharmaceuticals, Inc., a Delaware corporation with its principal office located at 187 Magellan Avenue, San Francisco, California 94116 (“ActiveSite”), and AntriaBio, Inc., a Delaware corporation with its principal office located at 1450 Infinite Drive, Louisville, CO 80027 (“AntriaBio”), each a “Party” and collectively “Parties”.

AntriaBio, Inc. – AntriaBio and ActiveSite Pharmaceuticals Announce License and Development Agreement for Plasma Kallikrein Inhibitors (August 7th, 2017)

LOUISVILLE, CO – (Marketwired) – August 7, 2017 – AntriaBio, Inc. (“AntriaBio”) (OTCQB: ANTB) and ActiveSite Pharmaceuticals (“ActiveSite”) today announced that AntriaBio has exclusively licensed ActiveSite’s oral plasma kallikrein inhibitor portfolio (“Portfolio”) for use in human and animal health, including targeting the treatment of diabetic macular edema and other plasma kallikrein-mediated diseases such as hereditary angioedema.

AntriaBio, Inc. – STOCK OPTION CANCELLATION AGREEMENT (May 15th, 2017)

This STOCK OPTION CANCELLATION Agreement (this “Agreement”) is made this 12th day of May, 2017 (the “Effective Date”), between AntriaBio, Inc., a Delaware corporation (the “Company”), and ______ (the “Optionee”).

AntriaBio, Inc. – COMMON STOCK PURCHASE AGREEMENT (March 6th, 2017)

The undersigned (the “Purchaser”) hereby irrevocably agrees to purchase from AntriaBio, Inc. (the “Company”) that number of shares of common stock (“Common Stock”), set out below at a price of $1.00 per Common Stock.  The Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Purchase for Common Stock” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Purchaser further agrees, without limitation, that each of the Company and Samsung Securities Co., Ltd (the “Placement Agent”) may rely upon the Purchaser’s representations, warranties and covenants contained in such documents.

AntriaBio, Inc. – January 5, 2017 Dear Shareholders: We are writing to highlight a few recent developments in the competitive landscape of the once-weekly basal insulin market. AntriaBio closely tracks the progress of companies with pipeline products that we view as potential competition to AB101 market share. The three programs management believes are the most relevant are the weekly insulin programs from Hanmi Pharmaceutical Co., Ltd. (LAPSInsulin 115), PhaseBio Pharmaceuticals (PE0139) and Novo Nordisk (LAI287). We believe AB101 is in a position to be a differentiated product as it is the only product that u (January 5th, 2017)
AntriaBio, Inc. – ANTRIABIO, INC. 2016 Non Qualified Stock option PLAN NOTICE OF STOCK OPTION GRANT (December 29th, 2016)

Vesting Commencement Date:   Subject to the terms set forth herein, this Option shall begin to vest and become exercisable with respect to:

AntriaBio, Inc. – ANTRIABIO, INC. 2016 Non Qualified Stock option PLAN NOTICE OF STOCK OPTION GRANT (December 29th, 2016)

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the 2016 Non-Qualified Stock Option Plan and the related Stock Option Agreement, both of which are made a part of this document.

AntriaBio, Inc. – ANTRIABIO, INC. 2016 Non Qualified Stock option PLAN NOTICE OF STOCK OPTION GRANT (December 29th, 2016)

Vesting Commencement Dates: Subject to the terms set forth herein, this Option shall begin to vest and become exercisable with respect to the three tranches described below as follows:

AntriaBio, Inc. – ANTRIABIO, INC. 2016 Non Qualified Stock option PLAN NOTICE OF STOCK OPTION GRANT (December 29th, 2016)

Date Exercisable:   Subject to the terms set forth herein, this Option shall vest and become exercisable with respect to 1/48th of the Shares upon each monthly anniversary of the Vesting Commencement Date ending on the fourth anniversary of the Vesting Commencement Date, at which time the full Option shall be vested; provided that in no event shall the Option vest following the date Participant’s Service ceases. Any vested portion of the Option shall only be exercisable following termination of Participant’s Service as provided in Section 3 of the Stock Option Agreement.

AntriaBio, Inc. – ANTRIABIO, INC. 2016 Non Qualified Stock option PLAN NOTICE OF STOCK OPTION GRANT (December 29th, 2016)

Vesting Commencement Date: Subject to the terms set forth herein, this Option shall begin to vest and become exercisable with respect to: